The Heads of Agreement with project Joint Venture Partners released on 29th of June 2016, with the latest release together
Heads of Agreements with Project
Joint Venture Partners
Tigers Realm Coal Limited (TIG or Company) has signed
two binding Heads of Agreement (HOA) with its joint
venture partners to:
Increase its percentage ownership of the Amaam
North Project from 80% to 100%.
Reduce annual joint venture payments, compared
to current royalties, on Amaam North (including
Project F) coal revenues, including lower payments
during the Project F start up phase.
Reduce both the total amount of, and duration of,
joint venture payments attributable to coal
revenues from Amaam North.
Amend the Shareholders' Agreement for the
Amaam Project (Amaam SHA) to streamline the
approval and governance processes for the Amaam
Project.
Amaam North Project Heads of Agreement
The HOA over the Amaam North Project covers the following principal terms:
o The HOA is subject to TIG successfully funding and commencing development of
Project F Phase 1.
o B.S. Chukchi Investments Limited (BSC) will:
convert its 20% interest in the Amaam North Project to a 2% royalty of gross
sales revenue from coal produced by TIG at Amaam North (2% Royalty),
thereby increasing TIG’s ownership in Amaam North from 80% to 100%; and
acquire from Siberian Tigers International Ltd (Siberian) its 3% royalty of gross
sales revenue from coal produced by TIG at Amaam North (3% Royalty).
o TIG will then acquire the 2% Royalty and the 3% Royalty, with formal documentation
to be completed by no later than 1 December 2016 (Acquisition).
o The total purchase consideration for the Acquisition is US$25 million to be paid within
20 years, with annual payments calculated as a percentage of coal sales from Amaam
North, on the following terms:
For annual coal sales in excess of 100,000 tonnes per year, annual payments are
1.5% of gross sales revenues for the first five years, 2.25% of gross sales revenues
for the three years following, and 3% of gross sales revenues thereafter.
Under certain circumstances, TIG may elect to pay up to 50% of the amount due
for any year in TIG shares.
Irrespective of the amount paid, annual payments will cease after 2036.
Amaam Project Heads of Agreement
The HOA over the Amaam Project, concluded between TIG and Bering Coal Investments
Limited, covers amendments to the Amaam SHA to improve:
o the processes governing the joint partners’ decision to develop and mine coal at the
Amaam Project; and
o corporate reporting and board processes, work program approval and other
management processes.
And the latest release
Update on Heads of Agreements with Project Joint Venture Partners
We refer to the Tigers Realm Coal (TIG) ASX Release on 29 June 2016 which reported that TIG had signed
two binding Heads of Agreement (HOAs) with its joint venture partners ‐ one in relation to the Amaam
North Project, and the other in relation to the Amaam Project.
The HOAs allowed for formal documentation to be completed by 1 December 2016. In relation to Amaam
North, the parties expended considerable time required to fully understand the legal and taxation
implications of the transaction over a number of jurisdictions – Australia, Cyprus, Russia. As a result the
parties to the Heads of Agreement have agreed to extend the deadline for the completion and
consummation of the formal documentation.
The intent is to now execute the Formal Agreement by the end of December and finalize documentation no later than 31 January 2017.
In relation to Amaam, the parties are reviewing the first draft of amendments to the binding transaction
documentation, including Shareholders Agreement and Royalty Deeds. While the priority is to finalise
documentation for Amaam North, parties have agreed to target completion for Amaam also no later than
31 January 2017.
By reading both releases together it looks like paper work and jurisdiction of taxation laws of 3 countries is the issue, that will not stop TIG from mining as they said, so many things to sort out like. implications of laws not in 1 country but at least 3 looks like there just making sure they get right, TIG have been ticking all the boxes and have been pretty much spot on with delivering what they say there going to do over these last few years on time. So with Xmas coming in the 3 weeks time many Government places shut down and as someone mentioned some Government offices don't open again until 10th of Jan, so this gives them about 2 weeks this month and couple more in Jan
(20min delay)